Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) October 29, 2018
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First Citizens BancShares, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-16715 | 56-1528994 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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4300 Six Forks Road; Raleigh, North Carolina | 27609 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (919) 716-7000
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events
On October 29, 2018, First-Citizens Bank & Trust Company ("FCB") and Palmetto Heritage Bancshares, Inc. ("Palmetto Heritage") issued a joint press release regarding the approval by Palmetto Heritage's shareholders and status of the proposed merger of Pawleys Island, S.C.-based Palmetto Heritage and its bank subsidiary, Palmetto Heritage Bank & Trust, into FCB.
A copy of the joint press release issued by FCB and Palmetto Heritage is attached as Exhibit 99.1 to this Report.
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Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits. The following exhibit accompanies this report.
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Exhibit No. | | Description |
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99.1 | |
Disclosures About Forward Looking Statements
This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are often characterized by the use of qualifying words such as "expects," "anticipates," "believes," "estimates," "plans," "projects," or other statements concerning opinions or judgments of Palmetto Heritage and First Citizens Bank and their managements about future events. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those described in the statements. Forward-looking statements in this news release include statements regarding Palmetto Heritage’s and First Citizens Bank’s expectations regarding the benefits of the merger, and when the merger will be completed. The accuracy of such forward-looking statements could be affected by factors beyond Palmetto Heritage’s and First Citizens Bank’s control, including, but not limited to, delays in the satisfaction or waiver of other remaining conditions to the consummation of the merger and difficulties experienced in the integration of the businesses of Palmetto Heritage and First Citizens Bank. Additional factors that could cause actual results to differ materially from those anticipated by forward-looking statements are discussed in Palmetto Heritage’s proxy statement for its special meeting of shareholders held on Oct. 29, 2018. Palmetto Heritage and First Citizens Bank undertake no obligation to revise or update these statements following the date of this news release.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | First Citizens BancShares, Inc. | |
| | | (Registrant) | |
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Date: | October 29, 2018 | | By: /s/ Craig L. Nix | |
| | | Craig L. Nix | |
| | | Chief Financial Officer | |